Risk Assessment for Directors & Officers


The Sarbanes-Oxley Act and the Rules disseminated by the SEC have cast a significantly higher level of responsibility on a corporation’s board, audit committee, and its directors and officers. One critical area often overlooked is how the corporation’s directors & officers liability coverage is affected by the changes instituted by the corporation and the board to comply with Sarbanes-Oxley and the new SEC rules.  HRC’s staff has expertise in the area of directors & officers liability risk management and insurance.  Our experience enables us to provide you with invaluable counsel and support.


HRC’s Risk Assessment Service for Directors and Officers includes the following:


  • Reviewing the client’s bylaws as they relate to indemnification of directors & officers.

  • Reviewing individual indemnification agreements with directors & officers. Reviewing the applicable state’s laws relating to indemnification, punitive damages, etc., relative to the bylaws and the indemnification agreements.

  • Reviewing the client’s directors & officers liability policies and advising on inconsistencies.

  • Advising on potential scope and/or lack of insurance coverage for potential/probable causes of actions likely to arise from the implementation of the Sarbanes-Oxley Act and SEC rules.

  • Advising on insurance coverages and alternatives to address specific exposures and issues such as independent directors, audit committee, Side A coverage, entity coverage, order of payments, specific policy exclusions, severability, restatement, etc.

  • Providing benchmarks and other comparative information for the client’s choice of Directors & Officers Liability Policy limits, retentions, combination of coverages and insurance companies.

  • Advising the client on developments in the directors & officers liability insurance marketplace, including newly evolving policy forms and endorsements, impact of ongoing SEC rule promulgation on directors & officers liability insurance coverage and other matters of concern (from a risk management and insurance perspective) to the client’s directors and officers.